General Terms and Conditions
1. General conditions
1.1. All deliveries, services and proposals of the DEUREX AG (hereinafter referred to as „DEUREX“) will be subject to these General Terms and Conditions. The Terms and Conditions also apply to any future business relations, even if they may not be explicitly agreed upon again. These Terms and Conditions shall be deemed accepted no later than upon receipt of the contracted goods and services.
1.2. Any differing Terms and Conditions of the customers are not being accepted unless explicitly agreed upon in writing. Counter-confirmations issued by the customer in reference to their Terms and Conditions are herewith explicitly objected.
2. Offers and conclusion of contracts
2.1. All offers submitted by DEUREX shall be subject to confirmation and shall always be subject to existing delivery or service capabilities. Offers submitted by DEUREX may be revoked at any time.
2.2. Quotations submitted by DEUREX shall be valid for no less than one (1) month unless some other period of validity has been specified in the respective quotation.
2.3. A contract will only be deemed concluded once the contractual document is signed by both contracting parties or upon receipt by the purchaser of a written order confirmation following the order of the latter. Declarations sent via facsimile shall be deemed to have been made in writing. The same shall also apply to changes, amendments or collateral agreements.
2.4. A contract is materialized once DEUREX executes the purchase order of the customer by delivery or rendering the respective service.
3. Deliveries and services
3.1. Unless specifically agreed otherwise in writing, deliveries will be made or services rendered by DEUREX on purchaser’s account and at purchaser’s risk.
3.2. Minor deviations from offered deliveries or services, which will not significantly affect the intended purpose or use, are reserved, and do not entitle the purchaser to refuse receipt, to resign from the contract or to claim damages. Deliveries made will be charged based upon the quantities supplied.
3.3. Deliveries and supplies will be made by DEUREX within the periods or upon the dates agreed in the contract. Release order dates will only be binding, if explicitly confirmed in writing by DEUREX. In case of delivery periods or dates being agreed upon for deliveries or services and if these have not been substantiated with binding delivery dates or other specific written agreements, DEUREX shall be entitled to make partial deliveries or render partial services within said delivery period at its discretion.
3.4. Deviations of the actual quantities delivered from the agreed quantities due to specific handling or packaging requirements shall be allowed.
4.1. Unless otherwise specifically agreed in writing, prices shall be deemed quoted in EURO (€), net, excluding any taxes, discounts, commissions or rebates for deliveries made ex works, excluding freight, customs duties and import levies, but including standard packaging.
4.2. The prices quoted in the order confirmation issued by DEUREX, plus applicable statutory taxes, freight, customs duties, import levies and costs for special packaging shall prevail.
5. Shipment and risk taking
5.1. Unless explicitly agreed otherwise in writing, DEUREX will make deliveries ex works. Agreed shipping terms shall be deemed construed according to Incoterms 2000.
5.2. Unless explicitly agreed otherwise in writing, DEUREX will select or determine the shipping routes, methods of transport or packaging at their own discretion.
5.3. Transport risks will only be insured based upon the explicit written demand of the purchaser, and on purchaser’s account. DEUREX will not accept any further duties, including public liability.
5.4. In the event of transportation difficulties or delays, DEUREX shall be entitled and obliged to take any and all precautions or remedies deemed reasonable to adequately protect the goods. DEUREX shall not have any further duties, including public liabilities. DEUREX shall only be held liable or accept liability for damage to the goods in conjunction with said precautions or remedies, if damage is caused through intent or gross negligence.
6. Reservation of title
6.1. Until all of our claims to the customer have been paid in full the delivered goods remain our property. The customer is entitled to make use of the goods in proper course of business.
6.2. Said reservation of title shall also apply to any product created through processing of or mixing or joining with our goods at full value thereof, in which event we shall be deemed the manufacturer. In the case of processing, mixing or blending with third-party goods, and said third party’s title remains, we shall procure joint ownership at the ratio of the invoiced amounts for said processed goods.
6.3. The purchaser shall assign any claims resulting from resale to us in full or at the amount of our co-ownership share pursuant to sub-section 6.3, sentence 2, to secure all claims- as well as future ones- including any open account balance, once the contract is established. The purchaser shall be entitled to collect said claims on our account until further notice or until discontinuation of his payment to us. The purchaser is also not entitled to assign said claims, even for the purpose of collecting the claim through factoring, unless the factoring party is bound to assign our share in the claim to us for as long as claims are still outstanding against the purchaser.
6.4. The purchaser shall immediately report to us any access of third parties to the goods or claims, which are our property, by certified mail.
6.5. Merely to reserve one’s proprietary rights does not mean to resign from the contract.
6.6. The goods or claims made for them must not be transferred or assigned to third parties, or transferred or assigned as collateral before our claims will have fully been paid.
6.7. If the value of collaterals exceeds our claims by more than twenty percent (20%) we will release collaterals at our choice upon the purchaser’s request.
7. Billing / payment
7.1. Billing will be based upon the quantities, dimensions or weights determined and approved by DEUREX.
7.2. The purchaser shall submit his objections or doubts regarding the substantive accuracy of an invoice immediately after receipt of the respective invoice in writing. However, there shall be no justification for delaying or refusing to make payment.
7.3. Unless otherwise agreed in writing, invoices issued by DEUREX shall be due for payment within thirty (30) days, net, and payment shall be made to the account specified by DEUREX for that purpose. Bank charges for bank transfers shall be borne by the purchaser. Where DEUREX accepts bills of exchange (B/E), discount or bank charges shall be borne by the purchaser.
7.4. If a purchaser is in delay with payment, DEUREX shall be entitled to discontinue further supplies and deliveries and services without further notice. If there is justified doubt that a purchaser is solvent or creditable, DEUREX may request advanced payment for deliveries and services and change all current claims to become payable immediately.
7.5. Without prejudice to the above provisions, DEUREX shall be entitled to request payment of default interest where periods allowed for payment are not complied with. The default interest rate shall be five percent (5%) above the base lending rate of the European Central Bank. The right to claim damages for delay shall remain reserved.
7.6. The purchaser may set off his undisputed or valid claims only against any claims made by DEUREX or exercise a right of retention in that respect. Said right or retention may only be exercised where the counter-claim originates from the same contract.
8.1. All information regarding the suitability, workmanship or use of our products, technical support or other such information are supplied at the best of our knowledge, but unwarranted, and will not relieve the purchaser from making his own tests or inspections. No warranty for a specific use is provided unless such warranty is expressly agreed in writing.
8.2. Warranty shall be excluded where supplies and deliveries or services, expressly relate to products of limited or reduced quality unless such products would not even meet such reduced quality requirements.
8.3. The purchaser is required to check goods immediately upon receipt for defects with respect to consistency and intended use; otherwise the goods are considered accepted and guarantee claims do not apply.
8.4. Complaints will only be considered, if submitted within fourteen (14) days from receipt of the respective goods, or immediately upon detection thereof for latent defects or defects that cannot reasonably be detected by sampling, and has to be done in writing.
8.5. Our warranty obligation covers the replacement, repair or reversed transaction of the contract. In case of the failure of the supplementary performance, the customer shall be entitled to reduce the price or to resign from the contract. Rejected material shall only be returned to DEUREX when explicitly agreed by us.
8.6. Warranty claims towards DEUREX will expire by limitation within six months from receipt of the goods.
8.7. An offsetting by the purchaser with counter claims is excluded, only if the counter claims are undisputable or legally binding. An assertion or right of detention of the purchaser is not accepted, only if it is based on the same contractual relationship or the counter claims are undisputable or legally binding.
9. Liability / indemnification
DEUREX will only accept liability for damage caused by itself or by its vicarious agents by way of intent or gross negligence. This limitation of liability will not apply:
- In case of injuries of life, body and health of persons, if DEUREX is accountable for these injuries
- To breaches of cardinal duties, i.e. duties the performance of which is a basic condition of contract performance and the performance of which the contracting partner may regularly expect.
9.1. The liability of DEUREX, independent of the legal ground, is limited to 30.000,00 Euro for each claim and at maximum 60.000,00 Euro for each legal year.
9.2. The liability for collateral damage, explicitly loss of profit, production shortfall and connected consequential damages is explicitly excluded.
9.3. The limitation period of indemnification is one (1) year starting at day of delivery.
10. Force Majeure
If the contracting parties are prevented from performing their respective duties due to events or circumstances beyond their reasonable control or which cannot be prevented through reasonable technical or economic efforts their respective duties shall be suspended until said events or circumstances will cease to exist or prevail. In such event, the contracting parties will resume performance of their respective duties at the earliest convenience.
11. Place of performance and legal venue
11.1. The place of performance for deliveries and services shall be the respective shipping point (DEUREX warehouse) and Elsteraue respectively.
11.2. If the purchaser is a businessman in accordance with the purpose of legislation the legal venue shall be Munich or the general place of jurisdiction of the purchaser at our choice.
11.3. The contractual relationship shall be governed exclusively by German law, in particular by the German Civil Code and the German Commercial Code. It is clearly and unambiguously emphasized that the Vienna "united nations convention on contracts for the international sale of goods" - in short CISG - has not been agreed and does not apply.
11.4. In case of litigation, German language is binding.
12. Final provisions
12.1. Should individual provisions hereof be or become invalid or ineffective the validity of the remaining provisions hereof shall remain unaffected. In such event, the contracting parties shall be obliged to replace the invalid provision by a valid provision that resembles the economic intention of the old provision as closely as possible, with retroactive effect from the time the old provision became invalid. Relevant statutory provisions shall apply where the contracting parties do not come to an agreement on such provision within a reasonable period.
12.2. Deviations from these Terms and Conditions shall require the written form.
12.3. All and any legal relationships and acts out of or in connection with this contract shall be governed by German law.